IMPORTANT.

YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT TO
RECEIVE A LICENSE FOR THE ACCOMPANYING SOFTWARE. TO ACCEPT THE TERMS OF
THIS LICENSE, CLICK “I ACCEPT” OR OPEN THIS PACKAGE AND PROCEED WITH THE
DOWNLOAD OR INSTALL. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, CLICK “I DO
NOT ACCEPT,” OR DO NOT OPEN THIS PACKAGE, DOWNLOAD, OR INSTALL THIS
SOFTWARE.

MPASM™, MPLINK™, and MPLIB™ LICENSE

This License Agreement (Agreement) is a contract between You (whether as an individual or as a

representative of your employer) and Microchip Technology Incorporated ("Company") for the MPASM,
MPLINK, and MPLIB software accompanying this Agreement (hereinafter the "Software"). In
consideration for access to the Software, You agree to be bound by this Agreement.

LICENSE GRANT. Subject to all of the terms and conditions of this Agreement, Company grants You a
non-exclusive, non-sublicensable, non-transferable license to use the Software with Microchip Technology
Inc. products.

You may not reverse engineer (by disassembly, decompilation, translation, or otherwise) Software and may
not copy or reproduce all or any portion of Software, except to the extent that such activity is specifically
allowed by this agreement or expressly permitted by applicable law notwithstanding the foregoing
limitations.

All copies of the Software created by You or for You, including derivatives, must include the copyright,
trademark and other proprietary notices as they appear on the original. You may not remove or alter any
identifying screen that is produced by the Software.

OWNERSHIP AND TITLE. Software is licensed pursuant to the Agreement, not sold. All right, title and
interest, including intellectual property rights, in and to Software, derivatives thereof, implementation of
the Software in microcontrollers, and hardware and software implementations of Software or derivatives
shall remain in Microchip "Licensor". You will not obtain ownership rights to derivatives of Software, and
by accepting the terms of this Agreement assign any such rights to Licensor that You do receive. Except as
specifically stated in the Agreement, you are granted no other rights, express or implied, to the Software,
derivatives thereof, or other Licensor intellectual property such as trade secrets, patents, copyrights, and
trademarks.

CONFIDENTIALITY. You agree not to disclose Software to any third party. To the extent that Software
becomes part of the public domain, is independently developed, or obtained free from any obligation of
confidentiality then the obligation of confidentiality under this Agreement shall not apply.

COPYRIGHT. The Software is protected by U.S. copyright laws and international copyright treaties, as
well as other intellectual property laws and treaties.

TERMINATION OF AGREEMENT. Without prejudice to any other rights, Company or Licensor may
terminate this Agreement if You fail to comply with the terms and conditions of this Agreement. Upon
termination, You will stop using the Software, derivatives thereof, and immediately destroy all copies of
the Software, and derivatives.

DANGEROUS APPLICATIONS. You acknowledge Software has not been designed to be fault tolerant,
and you warrant that You will not use Software or derivatives in a dangerous, hazardous, or life supporting
application where the failure of such application could lead directly to death, personal injury, or
environmental damage.
INDEMNITY. You will indemnify and hold Company and its licensor its related companies and its
suppliers, harmless for, from and against, any claims, costs (including attorney’s fees), damages or
liabilities, including without limitation product liability claims, arising out of 1) use and distribution of the
Software, and derivatives, or 2) violation of this Agreement.

NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS

LICENSOR PROVIDE SOFTWARE “AS IS” AND EXPRESSLY DISCLAIM ANY WARRANTY OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR
PERFORMANCE OF SOFTWARE, AS WELL AS ANY DERIVATIVES OF THE SOFTWARE MADE
FOR YOU OR ON YOUR BEHALF. COMPANY AND ITS LICENSOR ASSUME NO
RESPONSIBILITY FOR THE ACCURACY OR ERRORS OR OMISSIONS OF SOFTWARE AND DO
NOT WARRANT THE FOLLOWING: 1) THE FUNCTIONS CONTAINED IN SOFTWARE WILL
MEET YOUR REQUIREMENTS, 2) THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED
OR ERROR-FREE, OR 3) ANY DEFECTS IN SOFTWARE WILL BE CORRECTED.

LIMITATION OF LIABILITY. COMPANY AND ITS LICENSOR TOTAL AGGREGATE

LIABILITY IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR BREACH OF
STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE,
SHALL NOT EXCEED THE PURCHASE PRICE OF SOFTWARE. IN NO EVENT SHALL COMPANY
AND ITS LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, HARM TO YOUR EQUIPMENT,
COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, ANY
CLAIMS BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ANY DEFENSE THEREOF),
ANY CLAIMS FOR INDEMNITY OR CONTRIBUTION, OR OTHER SIMILAR COSTS. If any remedy
is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set
forth in the limited warranty shall remain in effect.

CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS. You agree that this Agreement and any
conflicts regarding Software, shall be construed, interpreted and governed by the laws of the State of
Arizona, U.S.A. without regard to any conflict of laws provision. You agree that any litigation will be
subject to the exclusive jurisdiction of the state or federal courts in Arizona, U.S.A. You agree that
regardless of any law to the contrary, any cause of action related to or arising out of this Agreement or
Software must be filed within one year after such cause of action arose, or be considered waived.

EXPORT COMPLIANCE. Your use of Software must comply with all U.S. laws, restrictions and
regulations. You agree that you will not violate export restrictions of the U.S. Department of Commerce or
other United States or foreign agency or authority.

ASSIGNMENT. Neither this agreement nor any rights, licenses or obligations hereunder, may be assigned
by you without the prior written approval of Microchip.

ENTIRE AGREEMENT: MODIFICATIONS AND WAIVER. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter of this Agreement, and merges and supersedes
all communications relating to this subject matter, whether written or oral. Except as expressly set forth in
this Agreement, no modification of this Agreement will be effective unless made in writing signed by
Company or Licensor. No failure or delay by Company or Licensor to assert any rights or remedies arising
from a breach of this Agreement shall be construed as a waiver or a continuing waiver of such rights and
remedies, nor shall failure or delay to assert a breach be deemed to waive that or any other breach. If any
part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or
unenforceable then such part shall be severed from the remainder of this Agreement and replaced with a
valid provision that comes closest to the intention underlying the invalid provision.

Copyright © 2004, Microchip Technology Inc. All rights reserved.